The conditions agreed and confirmed in writing on the front side apply to our purchases.
In addition to the conditions agreed and confirmed in writing on the front side, the following agreed conditions also apply to our sales:
Our conditions of delivery and payment, with which our customer declares agreement upon placement of an order, are solely applicable, also for future transactions, even if they are not expressly referred to, but have been received by the ordering party with an order confirmed by us. If the Order is placed in a manner deviating from our conditions of delivery and payment, our conditions of delivery and payment are still solely applicable, even if we do not object. Thus, deviations are only applicable if they are expressly recognised by us in writing.
General Conditions of Sale
All Orders are accepted and carried out by the Seiler solely on the basis of these General Conditions of Sale. The Principal expressly recognises these conditions with the placement of Orders, both directly at the Seiler and by means of brokers and representatives of it
Orders accepted by brokers or representatives are only applicable after the express confirmation of the Seiler pursuant to the requirements of its General Conditions of Sale The express order confirmation is to synonymous with the issuance of the invoice.
The Buyer is obligated to accept the purchased goods within the agreed delivery period If
the Buyer does not accept the purchased goods within the agreed period, then the Seiler is
entitled to withdrawing from the contract or claiming replacement for damages on account
of non-fulfilment or charging the non-accepted amounts as available without a grace
4. The samples provided by the Seiler are applicable only as non-binding average samples.
The contact for purchase is concluded on the condition that the creditworthiness of the
buyer is not reduced: inadequate information, worsening of the financial circumstances of
the Buyer, and other circumstance that become known after conclusion of the contract that
give the appearance that the granting of a credit without collateral is no longer advisable
in the view of the Seiler entitle the Seiler to withdraw from the contract without notice or,
according to its choice, require a pre-payment or Provision of a security.
All cases of force majeure (e.g. war, fire, harvest damages, other natural catastrophes,
riots, strike, breakdowns at the Seiler or its suppliers) and official measures, as well as all
other events for which the Seiler is not culpable that impair the processing of the contract
entitle the Seiler, according to its choice, either to withdraw from the contract or delay the
time of loading or delivery for the duration of the hindering circumstance This also
includes the late, incorrect, or non-occurring delivery to ourselves of the Seiler. The
agreed deadline applies with the reservation of open and unhindered shipping and good
7 The delivery of the goods occurs pursuant to the retention of title pursuant to §455 of the
German Civil Code (BGB) with the following additions:
7.1. The goods remain property of the Seiler (goods subject to retention of title) until the
complete payment of all Claims arising from the Business relationship (principal and
incidental Claims) Withholding or set-off on the basis of any counterclaims of the
Buyer is not allowed and does not affect the retention of title unless the counterclaims
are undisputed or have been legally determined.
7.2. As long as the Seiler has property rights to the delivered goods they are to be insured
by the Buyer against loss and reduction of value, and against fire, theft, transport, and
water damages. The Buyer is liable to the Seiler for any kind of reduction of value
suffered by the delivered goods.
7.3. The acquisition of ownership of the goods subject to retention of title by the Buyer
pursuant to §950 BGB in the event of processing into a new item is excluded. Any
Processing is done by the Buyer for the Seiler. The processed goods remain subject to
the retention of title to secure the Seiler in the amount of the value of the goods
subject to retention of title. In the event of processing or mixing of the goods subject
to retention of title with other goods not belonging to the Seiler, the same applies to
the arising new item with the proviso that the Seiler acquires co-ownership.
7.4. The Buyer assigns all Claims that arise from the further sale of the goods subject to
retention of title or the goods of which the Seiler has co-ownership to the Seiler as
they arise in advance. The Seiler accepts the assignment. The assignment of the
Claims is applicable only in the amount of the value of the goods subject to retention
7.5. The Buyer is entitled to process and seil of the goods subject to retention of title
pursuant to the conditions above. The Buyer is not entitled to other disposals of the
goods subject to retention of title, in particular to pledging or chattel mortgages to
another party. Bills of exchange received by the Buyer for the goods subject to
retention of title are acquired by it solely as the representative of the Seiler with the
proviso that the latter becomes direct owner of the bill of exchange and that the Buyer
only possesses it as the safekeeper for the Seiler.
7.6. The Buyer is authorised to collect the Claims from the further sale despite the
assignment. The Seiler shall not make use of its authorisation to collect as long as the
Buyer complies with its duty to pay in an orderly way. The Buyer is obligated to
inform to the Seiler upon its request about the debtors of the assigned Claims with a
list of the amounts of goods delivered to them, report the assignment to the debtors,
and give the Seiler a list of the amounts still in stock.
11. The retention of title pursuant to the provisions above also remains in effect if
' individual Claims of the Seiler are on account and the balance has been drawn and
recognised. The Buyer is obligated to inform the Seiler without delay about access of
third parties to its goods subject to retention of title or a Claim assigned pursuant to
7.8. The Seiler is entitled to retraction of the goods subject to retention of title at the
expense of the Buyer without this thereby being a withdrawal of the contract if the
Buyer does not comply with the agreed conditions of payment, does not pay dunned
interest for arrears and the like, or pledges or assigns Stocks, receivables, etc. to other
parties as a security.
7 9. We are entitled to exercise our rights from the retention of title - in particular the
retraction of the goods subject to retention of title - without prior withdrawal from the
respective contract for purchase
8 In the event that the payment period is exceeded, the Buyer is to pay interest for arrears in
the amount of the typical bank interest rate for overdrafts without any separate dunning
letter being necessary. If the buyer is in arrears with the acceptance of the goods or with
the payment, the Seiler can refuse additional deliveries from independent contracts and
require replacement for damages on account of non-fulfilment until the Buyer has fulfilled
all duties existing from any contracts. It can make additional deliveries dependent on the
prior payment of the purchase price or the provision of a security without the Buyer
hereby obtaining the right to withdraw from the contracts. If the Buyer ceases payment or
- if the opening of judicial composition or bankruptcy proceedings over its assets is applied
for, the Seiler is entitled to withdraw from all contracts for purchase that have not been
completely carried out, or demand replacement for damages on account of non-fulfilment.
The same applies in the event ofjudicial assistance for the adjustment of contracts In
these proceedings, the Seiler can also demand the return of the goods subject to retention
of title without the Buyer being in arrears. In the event of the withdrawal of the Seiler, the
Buyer is to send the goods back at its own expense without delay and reimburse the Seiler
for freight and other expenses made on account of the contract.
9. If the Buyer is in arrears with any obligations to pay, then all existing Claims become due
10. We are entitled to assign the Claims from our business relationships
11 The contractual relationship is subject solely to German law, in particular the Civil Code
(BGB) and the Commercial Code (HGB).
12. Place of fulTilment for both parties is the place of loading for the delivery/unloading, and
Hamburg for the payment
Legal venue: Ordinary Court of Hamburg